localctx

Legal · Version 2026-11

Terms of Service

Effective date: November 2026 · Entity: ApollosWave LLC · Contact: localctx@apolloswave.com

These Terms of Service ("Terms") govern your download, installation, activation, and use of the localctx command-line software, native Apple Silicon engine, Model Context Protocol (MCP) server, and web services at localctx.apolloswave.com provided by ApollosWave LLC ("ApollosWave", "we", "us"). By installing, activating, or using localctx, you agree to these Terms.

1. License Grant and Plans

Subject to these Terms and payment of applicable fees, ApollosWave grants you a limited, non-exclusive, non-transferable, revocable license to install and run the localctx binary on Apple Silicon computers running macOS 14 or newer that you own or control:

  • Free ($0): Personal or commercial evaluation on 1 active repository slot (switchable after a twenty-four-hour cooldown), indexing up to 65,536 tokens (2 shards × 32,768 tokens prioritized by structural dependency centrality) with the compact Gemma 4 E4B model on 1 Mac.
  • Pro ($21/mo or $210/yr): Personal or commercial use across unlimited repositories and local NVMe cache files, compact and large (26B-A4B) local models, git-hook auto-sync, and authenticated localhost HTTP server on up to 2 Macs per license.
  • Founding ($150/yr locked rate, capped at the first 1,200 licenses during the launch window): All Pro features on up to 3 Macs per license with the $150/yr annual rate locked in for as long as the subscription remains active.
  • Team ($42/seat/month or $420/seat/year, minimum 3 seats): Commercial team use with shared CI-built local cache files, team memory rules, central seat revocation, and up to 3 Macs per licensed seat.
  • Private Beta (Complimentary Pro): Governed additionally by the Private Beta Terms; includes complimentary Pro features through the beta period plus 12 months from public launch on up to 3 Macs.

2. Seat Activation and Offline Grace

Pro licenses allow activation on up to 2 Apple Silicon Macs concurrently, and Founding, Team (per seat), and Private Beta licenses allow up to 3 Macs per license concurrently, identified only by a salted SHA-256 hardware hash. You may deactivate old machines at any time via localctx logout or on your Account page. Activated clients receive a cryptographically signed 7-day lease token refreshed automatically in the background, plus a 14-day offline grace window (21 days total operation without license-server connectivity).

3. 30-Day Refund Policy, Referrals, and Cancellations

  • 30-Day Refund: If localctx does not work well for your workflow, email localctx@apolloswave.com within 30 calendar days of your initial Pro or Founding purchase for a full refund. To keep our Founding cap honest, refunded Founding license numbers (1–1,200) are permanently retired and never re-issued.
  • Referrals: Active Pro and Founding subscribers who refer a new paying subscriber receive a 1-month ($21) Stripe account balance credit after the referred subscriber completes payment, and the referred subscriber receives a matching $21 credit (self-referrals excluded).
  • Subscription Cancellation: You may cancel a Pro monthly or yearly subscription at any time from the Stripe Customer Portal linked on /account. Your Pro entitlements remain active until the end of the current paid billing period, after which the CLI falls back non-destructively to the Free tier. None of your local files or caches are deleted.

4. Third-Party Model Weights (Google Gemma Terms of Use)

localctx does not bundle large language model weights inside its installer. During localctx init, the CLI downloads open Gemma 4 model weights directly from Hugging Face onto your Mac. Your download and use of Gemma model weights are subject to the Google Gemma Terms of Use and Gemma Prohibited Use Policy, which are passed through by reference. Open-source components linked into the localctx binary (including Apple MLX, open-source syntax parsers, and Hugging Face tokenizers) are attributed in LICENSE-NOTICE.txt distributed with every release.

5. Acceptable Use

You may use localctx on private, proprietary, and open-source codebases. You agree not to:

  • Share, publish, resell, or redistribute your personal activation key (LCX-...), signed lease tokens, or private beta install links beyond your licensed seats;
  • Circumvent cryptographic lease verification, seat limits, or rate limits on localctx.apolloswave.com;
  • Redistribute modified or re-signed copies of the proprietary localctx binary bundle as a competing commercial product; or
  • Use Gemma model weights in violation of the Google Gemma Prohibited Use Policy.

6. Disclaimers ("As Is") and Limitation of Liability

LOCALCTX (INCLUDING ALL PRIVATE BETA BUILDS) IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR UNINTERRUPTED UPTIME. Local language models can misread control flow or omit relevant files; localctx attaches file and line citations so you and your coding agent can inspect source lines directly before making changes, and you remain solely responsible for reviewing code edits before deployment.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, APOLLOSWAVE LLC'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR LOCALCTX SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID TO APOLLOSWAVE FOR LOCALCTX IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM OR (B) USD $50.00. IN NO EVENT SHALL APOLLOSWAVE BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR LOST-PROFIT DAMAGES.

7. Termination

You may stop using localctx at any time by uninstalling ~/.localctx and removing the binary symlink. We may suspend or revoke a license or activation key for material breach of Section 5 (such as public key leakage) or confirmed payment fraud/chargeback dispute.

8. Governing Law and Updates

These Terms are governed by the laws of the State of Delaware, United States, without regard to conflict-of-laws rules, except where mandatory consumer protection laws in your country of residence apply. If we make material changes to these Terms, we will post the updated version at /terms with a revised effective date and notify active license holders by email.